FAR 52.227-19—Commercial Computer Software License.
Plain-English Summary
FAR 52.227-19, Commercial Computer Software License, sets the Government’s rights when a contractor delivers commercial computer software under a federal contract and the contractor’s standard commercial license would otherwise impose different terms. The clause addresses the relationship between the contractor’s license or lease agreement and the contract, the Government’s permitted uses of the software, limits on reproduction and disclosure, rights to use the software on the acquired computer, a backup computer, a replacement computer, or at a Government installation to which the computer is transferred, rights to reproduce for archives or backup, rights to modify/adapt/combine software while preserving restrictions on derivative portions, rights to disclose to support service contractors and their subcontractors, and the treatment of software that is otherwise available without disclosure restrictions. It also requires the contractor to place a notice on delivered software identifying the Government contract and the Government’s rights. In practice, the clause prevents a vendor’s shrink-wrap, click-wrap, or standard commercial terms from overriding the Government’s negotiated rights where the clause applies, while still preserving the commercial software’s restricted-use character. It is important because it defines how agencies may lawfully install, move, back up, maintain, and support commercial software without inadvertently violating license terms. For contractors, it is a reminder that delivery under a federal contract may require conforming license language and labeling, not just standard commercial packaging.
Key Rules
Contract terms control over license
The contractor’s standard commercial license or lease cannot override the Government rights stated in the clause. The contract and Federal law/FAR govern the transaction, so conflicting commercial terms are not controlling to the extent they are inconsistent with the clause.
Government use is limited
Commercial computer software delivered under the contract may not be used, reproduced, or disclosed except as allowed by paragraph (b)(2) or as otherwise expressly stated in the contract. This establishes a default rule of restricted Government use.
Permitted operational uses
The Government may use or copy the software for the computer(s) for which it was acquired, including at any Government installation to which those computers are transferred. It may also use or copy the software for a backup computer if the original is inoperative, or for a replacement computer.
Backup and archive rights
The Government may reproduce the software for safekeeping, archives, or backup purposes. These rights support continuity of operations and disaster recovery, but they do not create a general right to distribute the software.
Modification and derivative restrictions
The Government may modify, adapt, or combine the software with other software, but any derivative portions incorporating the delivered commercial software remain subject to the same restrictions in the contract. The clause preserves restrictions on the original commercial software even when it is embedded in a derivative work.
Support contractor access allowed
The software may be disclosed to and reproduced for use by support service contractors or their subcontractors, but they are bound by the same restrictions. This permits maintenance and support while limiting further use or disclosure.
No extra restrictions if unrestricted
If the commercial computer software is otherwise available without disclosure restrictions, the contractor licenses it to the Government without disclosure restrictions. In that case, the Government receives the software without a separate disclosure limitation beyond what is otherwise applicable.
Mandatory notice on delivery
The contractor must affix a notice substantially in the prescribed form to delivered commercial computer software. The notice must state that the Government’s rights are governed by the contract number, helping ensure downstream users understand the applicable federal rights.
Responsibilities
Contracting Officer
Ensure the clause is included when prescribed, and make sure the contract clearly states any rights that differ from the default restrictions. The contracting officer should also verify that the contract language and any special terms do not conflict with the clause’s Government-use rights.
Contractor
Deliver the software subject to the Government rights in the clause, not merely the contractor’s standard commercial license. The contractor must also place the required notice on delivered software and ensure any support contractors or subcontractors receive the software only under the same restrictions.
Government User/Agency
Use, copy, disclose, and modify the software only within the rights granted by the clause or the contract. The agency must control access, maintain license compliance, and ensure support contractors and internal users do not exceed the permitted scope.
Support Service Contractor/Subcontractor
Use or reproduce the software only as needed to support the Government and only under the same restrictions that apply to the delivered software. They may not treat the software as their own commercial asset or disclose it beyond authorized support activities.
Practical Implications
This clause is a license-control clause, so agencies should not assume a vendor’s standard EULA governs federal use if it conflicts with the contract. The contract text and the clause determine the Government’s rights.
Contractors should review packaging, click-through terms, and invoice/delivery documentation to make sure they do not promise broader restrictions than the Government can accept under the clause.
Agencies should track where software is installed and transferred, because the clause allows use on transferred Government installations, backup computers, and replacement computers, but only within the acquired-use context.
Support arrangements are a common compliance risk: support contractors may access the software, but only under the same restrictions, so agencies should flow down and document those limits clearly.
If software is otherwise available without disclosure restrictions, the clause removes disclosure restrictions for the Government, so contractors should not assume every commercial product remains tightly restricted once delivered under this clause.
Official Regulatory Text
As prescribed in 27.409 (g) , insert the following clause: Commercial Computer Software License (Dec 2007) (a) Notwithstanding any contrary provisions contained in the Contractor’s standard commercial license or lease agreement, the Contractor agrees that the Government will have the rights that are set forth in paragraph (b) of this clause to use, duplicate or disclose any commercial computer software delivered under this contract. The terms and provisions of this contract shall comply with Federal laws and the Federal Acquisition Regulation. (b) (1) The commercial computer software delivered under this contract may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b)(2) of this clause or as expressly stated otherwise in this contract. (2) The commercial computer software may be- (i) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred; (ii) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative; (iii) Reproduced for safekeeping (archives) or backup purposes; (iv) Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, commercial computer software shall be subject to same restrictions set forth in this contract; (v) Disclosed to and reproduced for use by support service Contractors or their subcontractors, subject to the same restrictions set forth in this contract; and (vi) Used or copied for use with a replacement computer. (3) If the commercial computer software is otherwise available without disclosure restrictions, the Contractor licenses it to the Government without disclosure restrictions. (c) The Contractor shall affix a notice substantially as follows to any commercial computer software delivered under this contract: Notice -Notwithstanding any other lease or license agreement that may pertain to, or accompany the delivery of, this computer software, the rights of the Government regarding its use, reproduction and disclosure are as set forth in Government Contract No.___________________________ . (End of clause)